1. All of the plaintiff's claims are dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

Basic Facts

A. On June 30, 2007, C, a shareholder and representative director, who hold 100% of the Plaintiff’s shares issued by a certified public accountant, a specialized driving school specializing in the qualifying examination for certified tax accountants, and a publishing business, entered into a partnership agreement with the Defendant to operate the Plaintiff jointly with the Defendant on the following terms:

(hereinafter referred to as the "instant trade agreement"). Article 1 (Opening Date of Business) (1) and subparagraph (C) of the same Article shall be July 1, 2007.

(2) Eul shall commence its business in such a way that Gap may participate in the (State) A in which he/she is the largest shareholder.

Article 2 (Ratio of Ownership) (1) From the commencement date of the operation of Article 1, A and B shall have a share of 50 percent as joint entrepreneurs of the existing (State) qualifications, respectively.

(2) Eul shall secure 50 percent of its equity ratio by taking over or acquiring new shares in existing shares.

Article 5 (Period of Operation) (1) The period of operation between A and B shall be until December 31, 2012.

Article 8 (Agency of New Juristic Person) (2) At the same time as a new juristic person commences officially, Eul shall be appointed to directors of the new juristic person and joint representative director, and shall register this in the commercial register

Article 11 (Performance Remuneration) (1) Matters concerning performance remuneration, etc. of Gap and Eul shall be prepared with separate written agreement and signed and sealed by each person.

B. The Plaintiff and the Defendant drafted a written agreement on the division of roles of both parties on the same day as follows.

(hereinafter referred to as “instant written agreement”). C (A) and the Defendant (B) agree pursuant to Article 11 of the Agreement on the Trade of June 30, 2007 as follows:

- Apportionment of Roles

1. A shall assume office as the president of the Joint A, who shall assume office as the president of the Joint A, and as the president of the Joint A; and

2. A shall exercise overall control over management affairs and publishing affairs, and B shall exercise overall control over school affairs;

-tuition fees and taxes;

3. The teaching materials of the joint representative director shall be published in A; and

Provided, That this shall not apply where there is an agreement between joint representative directors.

- Selection of instructors and teaching materials.